NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

ratified the co-opting of Henri Proglio as a non-voting member, V which took place during the meeting of the Board of Directors on April 4, 2019, for a term of four (4) years, terminating at the end of the General Shareholders’ Meeting convened in 2023 to approve the financial statements for the year ending December 31, 2022; On February 6, 2020, the Natixis Board of Directors co-opted V Dominique Duband to replace Françoise Lemalle, who resigned, for the reminder of her term of office, terminating at the end of the Natixis General Shareholder's meeting convened in 2022 to approve the financial statements for the year ending December 31, 2021.

reappointed Laurent Mignon, Diane de Saint Victor, BPCE, V Catherine Pariset, Bernard Dupouy and Christophe Pinault as directors for terms of four (4) years, terminating at the end of the General Shareholders’ Meeting convened in 2023 to approve the financial statements for the year ending December 31, 2022, appointed Daniel de Beaurepaire as director, replacing V Philippe Sueur, for a period of four (4) years terminating at the end of the General Shareholders’ Meeting convened in 2023 to approve the financial statements for the fiscal year ending December 31, 2022,

In accordance with the staggered appointments procedure initiated at the Combined General Shareholders’ Meeting on May 23, 2018, the current terms of office expire as follows: 2020 AGM Alain Condaminas, Nicole Etchegoïnberry, Sylvie Garcelon 2021 AGM Nicolas de Tavernost 2022 AGM Thierry Cahn, Dominque Duband, Anne Lalou, Bernard Oppetit 2023 AGM Laurent Mignon, BPCE (represented by Catherine Halberstadt), Daniel de Beaurepaire, Bernard Dupouy, Catherine Pariset, Christophe Pinault, Diane de Saint Victor and the non-voting member, Henri Proglio

After considering the report submitted by the Appointment Committee, the Board of Directors of Natixis discussed, at is meeting held on December 19, 2019 and as it does each year, the best way to balance its membership, especially in terms of the knowledge, expertise and experience contributed by all the members, both individually and collectively. The Board concluded that the range of knowledge, expertise and experience of its members is sufficiently broad, complementary, and balanced to state that: individually, each one of the directors can contribute usefully to the V work of the Board and the Special Committees; and collectively, the Board has the ability to make informed decisions V and the breadth of expertise necessary to ensure that the company is properly run and its business strategy is effective. In the firm belief that the Board of Directors can only be improved by a balanced, skilled and ethical membership, Natixis wanted to establish a diversity policy that ensures that its Board of Directors is always able to make appropriate decisions as a group, while taking into account Natixis’ business model, risk appetite and strategy. The Board of Directors approved this policy at its meeting of February 12, 2019. In addition to reiterating the rules governing the composition of the Board of Directors, this policy describes the criteria used to ensure the Board’s diversity (in terms of education, professional experience, age, nationality, and the long-term target of at least 40% women), and the qualifications needed to perform the duties of a Board member (solid understanding of the banking and financial sector, awareness of all kinds of risk, strategic vision, etc.). This policy will be applied when a new director is appointed and when the Appointment Committee and the Board perform their annual review of the Board’s composition. Accordingly, whenever a director is appointed, a “fit and proper” report outlining the candidate’s experience and skills, as well as their status with respect to other offices held simultaneously, availability, integrity and conflicts of interest, accompanied by their résumé, is sent to the members of the Appointment Committee for review. The Committee then provides the Board with its opinion.

Role and powers of the Board

2.3.1.2

of Directors A – Legal and statutory requirements,

and internal rules of the Board of Directors The duties of the Board of Directors are defined by the law and the bylaws. The current version of the internal rules, adopted on December 19, 2019, completes the legal and statutory dispositions by stipulating the rules governing the Board of Directors’ operation and setting out the rights and duties of its members. These rules are available in full on the Natixis website ( www.natixis.com ). The Board of Directors, assisted by the Board’s Special Committees: defines the strategy governing the company’s activities and a) oversees its implementation. Within the limits of the company’s corporate purpose and the powers expressly granted by law or its bylaws to the General Shareholders’ Meetings, the Board concerns itself with all matters affecting the Company’s performance and governs by virtue of its deliberations. The Board of Directors performs the controls and checks it deems appropriate; defines how senior management operates, and may only b) deliberate on this matter when it features on the agenda sent out at least 15 days prior to the Board Meeting and when at least two thirds of the directors are present or represented. As a reminder, the Board of Directors of a credit institution may not be chaired by the Chief Executive Officer. Nevertheless, based on provided justification the Autorité de Contrôle Prudentiel et de Résolution (ACPR — French Prudential Supervisory Authority for the Banking and Insurance Sector) may authorize the accumulation of these functions. Under the conditions defined in Article 15 of the company bylaws, the Board of Directors may appoint a Chief Executive Officer from among the directors or otherwise, whom it may dismiss at any time. The Chief Executive Officer may delegate his powers to any corporate officer of his choosing, with or without the option of substituting one for another.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019